BioFuels Energy Corp. (NASDAQ: BIOF) www.bfenergy.com JBGL http://www.jbgl-capital-lp.com/
BioFuels Energy Corp. NASDAQ: BIOF 07/15/2014 Closing Price: $6.61 07/15/2014 Market Cap (mn): $35.96 2013 Post-Merger Sales (mn): $207 2013 Post-Merger Net Income (mn): $32
COMPANY DESCRIPTION BioFuel Energy Corp. was founded in 2006 to build and operate ethanol production facilities in the Midwestern United States. On November 22, 2013, the companys ethanol plants and all related assets were transferred to lenders to eliminate all debt. Following the disposition of the ethanol production facilities, BioFuel Energy are a holding company with no substantial operations headquartered in Denver, Colorado. At March 31, 2014, the company had $10.1 million in cash and cash equivalents and federal net operating loss carryforwards of $179.0 million.
On March 28, 2014, BioFuel received a proposal from James R. Brickman and Greenlight Capital, Inc. to acquire all of the equity interests of JBGL Builder Finance LLC and certain subsidiaries of JBGL Capital, LP. (collectively known as JBGL) for $275 million, payable in cash and common stock.
On June 10, 2014, the agreement between Mr. Brickman and Greenlight Capital was definitive and was unanimously approved by BioFuels Independent Directors.
As of July 11, 2014, Greenlight Capital, Inc owned 35.4%of BioFuels outstanding common stock and Class B Common Stock together. David Einhorn, one of the best-known and most fundamentally driven investors on Wall Street, runs Greenlight Capital. Einhorn founded Greenlight Capital in 1996. Since inception, Greenlight Capitals investment performance has been outstanding returning 25%per year compare to S&P 500 returns of 5.56%per year.
BioFuel is in the process of conducting a rights offering with Greenlight Capital, Inc and ThirdPoint LLC participating and providing a Backstop Commitment, meaning these institutions will purchase any of the rights issue not taken by the public. The proceeds from the rights offering will be used to acquire JBGL. Greenlight Capital and ThirdPoint expect the total rights offering will be $70 million. The remaining $205 million for the acquisition will be financed with cash on hand and a $150 million of debt financing provided by Greenlight Capital. After the rights offering, Greenlight Capital will be the largest shareholder and creditor. Greenlight expects to control 49.9%of the voting power of BioFuel. BioFuel will also owe $150 million to Greenlight.
ThirdPoint is the second Wall Street Hedge Fund in the deal. ThirdPoint LLC is run by Daniel Loeb another titan of Wall Street. Like Greenlight Capital and David Einhorn, ThirdPoint is known for its fundamental approach to investing. Mr. Loeb founded ThirdPoint in 1995 and, similar to Greenlight Capital, has generated annualized returns of roughly 25%per annum since inception.
Other investors participating in the rights offering include JMB Capital Partners Master Fund, L.P., Lonestar Partners, LP, North Run Master Fund, LP and Scoggin LLC.
JBGL is a real estate operator involved in the purchase and development of land for residential use, construction lending and home building operations. JBGL Capital was formed in 2008 and JBGL Builder Finance was formed in 2010. Greenlight Capital provided a majority of the initial capital for both entities, with Mr. Brickman providing the remaining capital. JBGL Capital and JBGL Builder Finance are engaged in all aspects of the homebuilding process, including land acquisition and development, entitlements, design, construction, marketing and sales of various residential projects in master planned communities, primarily in the metropolitan areas of Dallas and Fort Worth, Texas and Atlanta, Georgia. JBGL currently owns or controls approximately 4,600 home sites in prime locations in the DFW and Atlanta markets. JBGL also owns 50%controlling interests in several builders and provides construction financing for approximately 900 homes annually.
As illustrated in the Pro-Forma Financial Statement of JGBL above, BioFuel is acquiring 2013 revenues of $207 million and net income of $44 million. As of July 15, 2014 close, BioFuel had a Market Cap of $35.96 million. It will use raise another $70 million during the rights offering bringing the total Market Cap to $105.96. This Market Cap $105.96 million will acquire 2013 net income of $44.6 million for a PE of 2.37 times. JBGL grew earnings by 113%in 2013 and 48%in Q1 2014. The entity will also have net operating loss carryforwards of $179 million, which at a tax rate of 35%will create an additional $62.65 million in value from taxes not paid. The net operating loss carryforward value alone is 59%of the total market capitalization of BioFuel after the rights issue.
Conclusion JGBL Pro-FormaIncome Statement 2010 2011 2012 2013 2013 2014 REVENUES: Sale of residential units 864,822 9,085,785 50,105,030 168,591,201 27,129,401 49,636,344 Cost of residential units (491,628) (7,921,806) (39,642,357) (122,616,113) (21,043,004) (37,392,367) Gross profit on sale of residential units 373,194 1,163,979 10,462,673 45,975,088 6,086,397 12,243,977 Sale of land and lots 8,905,967 6,184,206 22,927,080 33,734,513 5,630,623 13,372,568 Cost of land and lots (5,540,845) (3,982,602) (15,256,065) (21,512,814) (2,595,292) (9,768,066) Gross profit on sale of land and lots 3,365,122 2,201,604 7,671,015 12,221,699 3,035,331 3,604,502 Interest and fees 137,698 2,558,159 7,124,339 3,542,174 894,853 374,460 Other income 225,524 1,636,099 3,771,839 1,400,418 432,094 52,422 Total Revenues 10,134,011 19,464,249 83,928,288 207,268,306 34,086,971 63,435,794 Total Cost of Goods Sold (6,032,473) (11,904,408) (54,898,422) (144,128,927) (23,638,296) (47,160,433) Gross Profit 4,101,538 7,559,841 29,029,866 63,139,379 10,448,675 16,275,361 EXPENSES: Salaries and management fees-related party 927,736 1,886,509 4,370,845 11,266,351 2,148,132 3,533,968 Selling, general and administrative 1,147,042 1,183,762 3,311,734 6,623,437 1,287,854 2,281,569 Other expenses 3,332 35,737 404,673 606,210 131,105 306,899 Total expenses 2,078,110 3,106,008 8,087,252 18,495,998 3,567,091 6,122,436 Net income before taxes 2,026,428 4,453,833 20,942,614 44,643,381 6,881,584 10,152,925 State tax expense 41,888 34,089 230,411 327,481 150,500 337,790 Net income 1,984,540 4,419,744 20,712,203 44,315,900 6,731,084 9,815,135 Less: net income attributable to non-controlling interest - 56,382 3,517,911 12,308,734 699,625 2,466,634 Net income attributable to controllinginterest 1,984,540 4,363,362 17,194,292 32,007,166 6,031,459 7,348,501 For the Three Months Ended March 31, For the Year Ended December 31, BioFuel is an attractive special situation. BioFuels acquisition of JGBL allows investors to participate with some of leading Hedge Funds on Wall Street. BioFuels is acquiring a very profitable company for 2.37 times earnings with earnings growth of over 100%in 2013 and an additional 59%of current market capitalization in the form of net operating loss carryforwards.